Complete Solaria (CSLR) S-1/A 24 Aug 23 IPO registration (amended) Financial data

Document And Entity Information

Document And Entity Information	6 Months Ended
	Jun. 30, 2023
Document Information [Line Items]
Entity Registrant Name	Complete Solaria, Inc.
Document Type	S-1/A
Amendment Flag	false
Entity Central Index Key	0001838987
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	93-2279786
Entity Address, Address Line One	45700 Northport Loop East
Entity Address, City or Town	Fremont
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94538
City Area Code	510
Local Phone Number	270-2507
Business Contact [Member]
Document Information [Line Items]
Entity Address, Address Line One	45700 Northport Loop East
Entity Address, City or Town	Fremont
Entity Address, Postal Zip Code	94538
City Area Code	510
Local Phone Number	270-2507
Contact Personnel Name	William J. Anderson

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash	$ 72,923	$ 277,583
Prepaid expenses — short term	120,677	724,066
Total current assets	193,600	1,001,649
Prepaid expenses - long term		113,073
Cash and marketable securities held in Trust Account	349,927,313	345,105,681
Total Assets	350,120,913	346,220,403
Current liabilities:
Accounts payable and accrued expenses	4,858,215	2,579,641
Convertible Promissory Note — Related Party	828,600
Total current liabilities	5,686,815	2,579,641
Warrant liabilities	2,978,333	8,488,250
Deferred underwriters' discount payable	3,018,750	12,075,000
Total Liabilities	11,683,898	23,142,891
Commitments and Contingencies
Class A Ordinary shares subject to possible redemption	349,927,313	345,000,000
Shareholders' Deficit:
Preference shares	0	0
Class A ordinary shares	0	0
Class B ordinary shares	863	863
Additional paid-in capital	6,057,438	0
Accumulated deficit	(17,548,599)	(21,923,351)
Total Shareholders' Deficit	(11,490,298)	(21,922,488)
Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit	$ 350,120,913	$ 346,220,403

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Class A Ordinary Shares
Ordinary shares subject to possible redemption	34,500,000	34,500,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	200,000,000	200,000,000
Ordinary shares, shares outstanding	34,500,000	34,500,000
Common Class B [Member]
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	20,000,000	20,000,000
Ordinary shares, shares issued	8,625,000	8,625,000
Ordinary shares, shares outstanding	8,625,000	8,625,000

Unaudited Condensed Consolidate

Unaudited Condensed Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Operating costs	$ 4,407,058	$ 3,782,028
Loss from operations	(4,407,058)	(3,782,028)
Other income (expense):
Foreign currency exchange gain (loss)	(17,638)	(1,475)
Interest income on operating accounts	4,821,632	105,681
Change in fair value of warrant liabilities	5,509,917	9,381,750
Change in fair value of convertible note	(196,200)	0
Reduction of transaction costs incurred in connection with IPO	271,687
Offering expenses related to warrant issuance	0	(575,278)
Total other (expense) income, net	10,389,398	8,910,678
Net income	$ 5,982,340	$ 5,128,650
Class B Ordinary Shares
Other income (expense):
Weighted average shares outstanding, Basic	8,625,000	8,440,068
Basic net income per share	$ 0.14	$ 0.14
Weighted average shares outstanding, Diluted	8,625,000	8,440,068
Diluted net income per share	$ 0.14	$ 0.14
Class A Ordinary Shares
Other income (expense):
Weighted average shares outstanding, Basic	34,500,000	28,828,767
Basic net income per share	$ 0.14	$ 0.14
Weighted average shares outstanding, Diluted	34,500,000	28,828,767
Diluted net income per share	$ 0.14	$ 0.14

Unaudited Condensed Consolida_2

Unaudited Condensed Consolidated Statements of Change in Shareholders' Deficit - USD ($)	Total	Additional Paid-In Capital	Accumulated Deficit	Class A Ordinary Shares Ordinary Shares	Class B Ordinary Shares Ordinary Shares
Balance at Dec. 31, 2020	$ 19,506	$ 24,137	$ (5,494)	$ 0	$ 863
Balance (in Shares) at Dec. 31, 2020				0	8,625,000
Sale of 34,500,000 Units on March 2, 2021 through public offering	3,450			$ 3,450
Sale of 34,500,000 Units on March 2, 2021 through public offering (in Shares)				34,500,000
Excess of the fair value of private placement warrants over cash received	1,880,000	1,880,000
Class A ordinary shares subject to possible redemption	(3,450)			$ (3,450)
Class A ordinary shares subject to possible redemption (in Shares)				(34,500,000)
Remeasurement of Class A ordinary shares subject to redemption	(28,950,644)	(1,904,137)	(27,046,507)
Net income	5,128,650		5,128,650
Balance at Dec. 31, 2021	(21,922,488)		(21,923,351)	$ 0	$ 863
Balance (in Shares) at Dec. 31, 2021				0	8,625,000
Balance at Dec. 31, 2021	(21,922,488)		(21,923,351)	$ 0	$ 863
Balance (in Shares) at Dec. 31, 2021				0	8,625,000
Balance at Dec. 31, 2021	(21,922,488)		(21,923,351)	$ 0	$ 863
Balance (in Shares) at Dec. 31, 2021				0	8,625,000
Proceeds received on convertible note less than fair value	592,600	592,600
Accretion portion net against additional paid-in-capital	(592,600)	(592,600)
Accretion of Class A ordinary shares subject to possible redemption	(4,334,713)	(2,727,125)	(1,607,588)
Reduction of deferred underwriting fee payable	8,784,563	8,784,563
Net income	5,982,340		5,982,340
Balance at Dec. 31, 2022	$ (11,490,298)	$ 6,057,483	$ (17,548,599)	$ 0	$ 863
Balance (in Shares) at Dec. 31, 2022				0	8,625,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Change in Shareholders' Deficit (Parentheticals)	Mar. 02, 2021 shares
Statement of Stockholders' Equity [Abstract]
Sale of Units through public offering	34,500,000

Unaudited Condensed Consolida_3

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities:
Net income	$ 5,982,340	$ 5,128,650
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(4,821,632)	(105,681)
Change in fair value of warrant liabilities	(5,509,917)	(9,381,750)
Change in fair value of convertible note	196,200	0
Change in deferred underwriting fee	(271,687)	0
Offering costs allocated to warrants	0	575,278
Changes in current assets and current liabilities:
Prepaid expenses	716,462	(837,139)
Accounts payable and accrued expenses	2,278,574	2,579,641
Net cash used in operating activities	(1,429,660)	(2,041,001)
Cash Flows from Investing Activities:
Investment of cash into Trust Account	0	(345,000,000)
Net cash used in investing activities	0	(345,000,000)
Cash Flows from Financing Activities:
Proceeds from issuance of Convertible Promissory Note — Related Party	1,225,000	0
Proceeds from Initial Public Offering, net of underwriters' discount	0	338,595,000
Proceeds from issuance of Private Placement Warrants	0	9,400,000
Repayment of promissory note to related party	0	(90,996)
Payments of offering costs	0	(585,420)
Net cash provided by financing activities	1,225,000	347,318,584
Net Change in Cash	(204,660)	277,583
Cash - Beginning	277,583	0
Cash - Ending	72,923	277,583
Supplemental disclosure of noncash financing activities:
Accretion of carrying value to redemption value	4,927,313	28,950,644
Initial value of Class A ordinary shares subject to possible redemption	0	345,000,000
Initial value of warrant liabilities	0	17,870,000
Deferred underwriters' discount payable charged to additional paid-in capital	0	12,075,000
Deferred offering costs paid under promissory note	$ 0	$ 90,996

Organization and Business Opera

Organization and Business Operations	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Organization and General Freedom Acquisition I Corp. (the “Company” or “Freedom”) was incorporated in Cayman Islands on December 23, 2020. The Company was formed for the purpose of entering into a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. On October 3, 2022, the Company entered into a Business Combination Agreement with Jupiter Merger Sub I Corp., a Delaware corporation and a wholly owned subsidiary of the Company, Jupiter Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, Complete Solar Holding Corporation, a Delaware corporation, and The Solaria Corporation, a Delaware corporation. The Company’s sponsor is Freedom Acquisition I LLC, a Cayman Islands limited liability company (the “Sponsor”). As of December 31, 2022, the Company had not yet commenced any operations. All activity through December 31, 2022, relates to the Company’s formation and the Initial Public Offering (“IPO” or “Initial Public Offering”) described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating Financing The registration statement for the Company’s IPO was declared effective on February 25, 2021 (the “Effective Date”). On March 2, 2021, the Company consummated the IPO of 34,500,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “public share”), at $10.00 per Unit, generating gross proceeds of $345,000,000, which is discussed in Note 4. Simultaneously with the closing of the IPO, the Company consummated the sale of 6,266,667 warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, which is discussed in Note 5. Transaction costs amounted to $19,175,922, consisting of $6,405,000 of underwriting fees, $12,075,000 of deferred underwriting fees and $695,922 of other offering costs. Of the total transaction cost, $575,278 was expensed as non-operating Trust Account Following the closing of the IPO on March 2, 2021, an amount of $345,000,000 from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a trust account (“Trust Account”). The funds in the Trust Account have, since the IPO and until the 24-month anniversary investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the 24-month anniversary Initial Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (net of taxes payable) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Class A ordinary shares subject to redemption are recorded at redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 either immediately prior to or upon consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. On February 28, 2023, the Company’s shareholders approved an amendment to its amended and restated memorandum and articles of association to extend the date by which the Company must complete a Business Combination from March 2, 2023 to June 2, 2023, and to thereafter further extend such period up to three times by an additional one month each time (up to September 2, 2023) (such period, as may be extended, the “Combination Period”). However, if the Company is unable to complete a Business Combination within the Combination Period, the Company will redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company, divided by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and then seek to dissolve and liquidate. The Company’s Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their founder shares, private placement shares and public shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares and private placement shares if the Company fails to complete the initial Business Combination within the Combination Period. The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third-party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations. Liquidity As of December 31, 2022, the Company had cash outside the Trust Account of $72,923 available for working capital needs. All remaining cash held in the Trust Account is generally unavailable for the Company’s use prior to an initial Business Combination and is restricted for use either in a Business Combination or to redeem ordinary shares. The Company may elect to withdraw from the interest income earned on the trust account to pay the Company’s tax obligations. As of December 31, 2022, the Company had interest income earned on the trust account of $4,821,632. The Company may raise additional capital through loans or additional investments from the Sponsor or an affiliate of the Sponsor or certain of its directors and officers. The Sponsor may, but is not obligated to, lend the Company funds, from time to time in whatever amounts it deems reasonable in its sole discretion, to meet the Company’s working capital needs. There can be no assurance that the Company will be able to obtain additional financing, however. Moreover, the Company may need to obtain additional financing either to complete its Business Combination or because the Company becomes obligated to redeem a significant number of its public shares upon consummation of its Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of its Business Combination. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 Consideration of IR Act Excise Tax On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly-traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly-traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Revision of Previously-Issued F

Revision of Previously-Issued Financial Statements	12 Months Ended
	Dec. 31, 2022
Condensed Financial Information Disclosure [Abstract]
Revision of Previously-Issued Financial Statements	Note 2 — Revision of Previously-Issued Financial Statements In connection with the preparation of the Company’s financial statements as of December 31, 2022, the Company identified an error in amounts reported in certain of the Company’s previously-issued financial statements related to accounts payable. The Company incorrectly recorded intercompany operating bank transfers as payables whereas Legal and Professional Services was the accompanying debit in each transaction recorded. As a result, management determined that accounts payable and operational costs as of June 30, 2022, and September 30, 2022 were overstated by $205,869. The following tables contain the revised financial information for the affected periods previously reported. The revisions do not have an impact on the Company’s cash position and investments held in the Trust Account established in connection with the Initial Public Offering. The Company has not amended its previously filed Quarterly Reports on Form 10-Q 10-K. The impact of the revision on the Company’s financial statements is reflected in the following tables: As Previously Reported Adjustment As Revised Balance Sheet as of June 30, 2022 (unaudited) Total Liabilities $ 19,737,596 $ (205,869 ) $ 19,531,727 Total Shareholders’ Equity (Deficit) $ (18,781,440 ) $ 205,869 $ (18,575,571 ) Balance Sheet as of September 30, 2022 (unaudited) Total Liabilities $ 17,298,967 $ (205,869 ) $ 17,093,098 Total Shareholders’ Equity (Deficit) $ (16,803,964 ) $ 205,869 $ (16,598,095 ) As Previously Reported Adjusted As Revised Condensed Statement of Operations for the Three Months Ended June 30, 2022 (unaudited) Operational Costs $ 824,081 $ (205,869 ) $ 618,212 Net Income (Loss) $ 2,025,986 $ 205,869 $ 2,231,855 Basic and Diluted Net Income (Loss) per shares, Class A Ordinary Shares $ 0.05 $ — $ 0.05 Basic and Diluted Net Income (Loss) per shares, Class B Ordinary Shares $ 0.05 $ — $ 0.05 Condensed Statement of Operations for the Six Months Ended June 30, 2022 (unaudited) Operational Costs $ 2,022,164 $ (205,869 ) $ 1,816,295 Net Income (Loss) $ 3,321,266 $ 205,869 $ 3,527,135 Basic and Diluted Net Income (Loss) per shares, Class A Ordinary Shares $ 0.08 $ — $ 0.08 Basic and Diluted Net Income (Loss) per shares, Class B Ordinary Shares $ 0.08 $ — $ 0.08 Condensed Statement of Operations for the Nine Months Ended September 30, 2022 (unaudited) Operational Costs $ 2,508,476 $ (205,869 ) $ 2,302,607 Net Income (Loss) $ 6,726,111 $ 205,869 $ 6,931,980 Basic and Diluted Net Income (Loss) per shares, Class A Ordinary Shares $ 0.16 $ — $ 0.16 Basic and Diluted Net Income (Loss) per shares, Class B Ordinary Shares $ 0.16 $ — $ 0.16 As Previously Reported Adjusted As Revised Condensed Statement of Cash Flows for the Six Months Ended June 30, 2022 (unaudited) Net Income (Loss) $ 3,321,266 $ 205,869 $ 3,527,135 Accounts payable and accrued expenses $ 884,539 $ (205,869 ) $ 678,670 Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2022 (unaudited) Net Income (Loss) $ 6,726,111 $ 205,869 $ 6,931,980 Accounts payable and accrued expenses $ 226,411 $ (205,869 ) $ 20,542

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Note 3 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Use of Estimates The preparation of the consolidated f al statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Estimates made in preparing these consolidated financial statements include, among other things, the fair value measurement of the Private Warrant liabilities. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021. Investments Held in Trust Account At December 31, 2022, the assets held in the Trust Account were held in a money market fund with a maturity date of 180 days or less. At December 31, 2021, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in Securities.” Held-to-maturity securities maturity. Held-to-maturity treasury As of December 31, 2022, investment in the Company’s Trust Account consisted of $349,927,313 in a money market fund with a maturity of 180 days or less. Following the maturity of the U.S. Treasury Securities on December 1, 2022, the Company immediately reinvested the entirety of the Trust Account into a money market fund. The money market fund is disclosed at fair value on the consolidated balance sheet. As of December 31, 2021, investment in the Company’s Trust Account consisted of $484 in cash and $345,105,197 in U.S. Treasury Securities. All of the U.S. Treasury Securities (the “T-bills”) T-bills. Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2022 Cash $ — $ — $ — $ — Money Market Funds 349,927,313 — — 349,927,313 $ 349,927,313 $ — $ — $ 349,927,313 Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 Cash $ 484 $ — $ — $ 484 U.S. Treasury Securities 345,105,197 — (6,065 ) 345,099,132 $ 345,105,681 $ — $ (6,065 ) $ 345,099,616 A decline in the market value of held-to-maturity temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security Convertible Promissory Notes — Related Party The Company accounts for its convertible promissory notes under ASC 815, “Derivatives and Hedging” (“ASC 815”). Under ASC 815-15-25, non-cash non-cash Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account. Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 34,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets, respectively. Net Income Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 14,891,667 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the years ended December 31, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 4,785,872 $ 1,196,468 $ 3,967,193 $ 1,161,457 Denominator: Weighted average shares outstanding 34,500,000 8,625,000 28,828,767 8,440,068 Basic and diluted net income per share $ 0.14 $ 0.14 $ 0.14 $ 0.14 Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 non-operating paid-in Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets. Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company accounts for its 14,891,667 ordinary shares warrants issued in connection with its Initial Public Offering (8,625,000) and Private Placement (6,266,667) as derivative warrant liabilities in accordance with ASC 815-40. re-measurement an Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. The Company believes that it was a passive foreign investment company for the 2021 and 2022 taxable years. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time. Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”)” 2020-06 2020-06 if-converted 2020-06 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2022
Initial Public Offering [Abstract]
Initial Public Offering	Note 4 — Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 34,500,000 Units, (at a price of $10.00 per Unit. Each Unit consists of one share of Class A Ordinary shares, par value $0.0001 per share one-fourth All of the 34,500,000 Class A ordinary share sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s certificate of incorporation. In accordance with SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, The Class A ordinary share is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. paid-in As of December 31, 2022 and 2021, the ordinary share reflected on the consolidated balance sheets are reconciled in the following table: Gross proceeds from IPO $ 345,000,000 Less: Proceeds allocated to Public Warrants (10,350,000 ) Ordinary share issuance costs (18,600,644 ) Plus: Accretion of carrying value to redemption value 28,950,644 Contingently redeemable ordinary share as of December 31, 2021 345,000,000 Plus: Accretion of carrying value to redemption value 4,927,313 Contingently redeemable ordinary share as of December 31, 2022 $ 349,927,313

Private Placement Warrants

Private Placement Warrants	12 Months Ended
	Dec. 31, 2022
Private Placement Warrants Disclosure Abstract
Private Placement Warrants	Note 5 — Private Placement Warrants Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 6,266,667 Private Placement Warrants at a price of $1.50 per warrant ($9,400,000 in the aggregate), each Private Placement Warrant is exercisable to purchase one share of Class A ordinary shares at a price of $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from our Initial Public Offering to be held in the Trust Account. The Private Placement Warrants are identical to the warrants sold in the IPO except that the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) will not be redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 — Related Party Transactions Founder Shares On December 31, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). On February 25, 2021, the Company effected a share dividend whereby the Company issued 1,437,500 Class B ordinary shares, resulting in an aggregate of 8,625,000 Class B ordinary shares outstanding. All share and per-share The Company’s initial shareholders have agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of its shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and under certain circumstances (the “Lock-up”). sub-divisions, 30-trading Lock-up. On May 16, 2022, the Sponsor transferred 25,000 shares to one of the Company’s directors following the departure of a previous director. The transfer of the Founders Shares is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The transfer of Founders Shares to the Company’s director, as described above, is within the scope of ASC 718, as such, the fair value of the 25,000 shares transferred to the Company’s director was $123,750 or $4.95 per share. The transfer of the shares was granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the transfer date fair value per share (unless subsequently modified). Founder Shares will automatically convert into Class A shares at a one-to-one Promissory Note — Related Party On December 30, 2020, the Sponsor agreed to loan the Company up to $300,000 to cover expenses related to the IPO pursuant to a promissory note (the “Promissory Note”). This loan is non-interest As of December 31, 2022 and 2021, there was no outstanding amount under the Promissory Note. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. After giving effect to the Notes described below, up to $675,000 of additional Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Prior to the completion of the initial Business Combination, the Company does not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as the Company does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Company’s Trust Account. On April 1, 2022 and June 6, 2022, the Company issued unsecured promissory notes in the amounts of up to $500,000 and $500,000, respectively, to the Sponsor. On December 14, 2022, the Company issued an unsecured promissory note in the amount of up to $325,000 to Tidjane Thiam, Adam Gishen, Abhishek Bhatia and Edward Zeng (collectively, the “Payees”) (such promissory note, together with the unsecured promissory notes issued on April 1, 2022 and June 6, 2022, the “Notes”). The Notes bear no interest and are payable in full upon the earlier to occur of (i) twenty-four (24) months from the closing of the Initial Public Offering (or such later date as may be extended in accordance with the terms of our amended and restated memorandum and articles of association) or (ii) the consummation of the Business Combination. A failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the Notes may be accelerated. Prior to the Company’s first payment of all or any portion of the principal balance of the Notes in cash, the Sponsor and the Payees, as applicable, have the option to convert all, but not less than all, of the principal balance of the Notes into private placement warrants (the “Conversion Warrants”), each warrant exercisable for one ordinary share of the Company at an exercise price of $1.50 per share. The terms of the Conversion Warrants would be identical to the Private Placement Warrants. The Sponsor and the Payees shall be entitled to certain registration rights relating to the Conversion Warrants. The issuances of the Notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. As of December 31, 2022 and 2021, the Company had an aggregate of $1,225,000 and $0 borrowings, respectively, related to the Notes. On February 28, 2023, the Company issued an unsecured promissory note in the amount of up to $2,100,000 to the Sponsor, as further described in Note 11. Administrative Support Service Commencing on the date of the IPO, the Company agreed to pay the Sponsor up to $10,000 per month for office space and administrative support services. These were paid on a monthly basis via invoices, and there was no amount due under the Administrative Services Agreement as of December 31, 2022.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 — Commitments & Contingencies Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants, which will be issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement On March 2, 2021, the Company paid a fixed underwriting discount of $6,405,000. Additionally, a deferred underwriting discount of $0.35 per Unit, or $12,075,000 in the aggregate, will be payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes an initial Business Combination, subject to the terms of the underwriting agreement. As of October 25, 2022, and November 2, 2022, respectively, J.P. Morgan Securities LLC and Deutsche Bank Securities Inc. have waived their portions of the deferred underwriting fee which is reflected in the consolidated statement of operations and the consolidated statement of changes in shareholders’ deficit as a reduction of transaction costs incurred in connection with the IPO. Therefore, the deferred underwriting fee was reduced by $9,056,250, of which $271,687 is shown in the consolidated statement of operations as a reduction of transaction costs incurred in connection with the IPO and $8,784,563 is charged to additional paid-in Business Combination Agreement On October 3, 2022, the Company entered into a Business Combination Agreement (as amended from time to time, the “Business Combination Agreement”), with Jupiter Merger Sub I Corp., a Delaware corporation and a wholly owned subsidiary of the Company (“First Merger Sub”), Jupiter Merger Sub II LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“Second Merger Sub”), Complete Solaria, Inc. (formerly known as Complete Solar Holding Corporation), a Delaware corporation (“Complete Solaria”) and The Solaria Corporation, a Delaware corporation (“Solaria”). The Mergers The Business Combination Agreement provides that, among other things and upon the terms and subject to the conditions thereof, the following transactions will occur (together with the other agreements and transactions contemplated by the Business Combination Agreement, the “Business Combination”): • at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), upon the terms and subject to the conditions thereof, and in accordance with the Delaware General Corporation Law, as amended (the “DGCL”), (i) First Merger Sub will merge with and into Complete Solaria, with Complete Solaria surviving as a wholly owned subsidiary of the Company, (ii) immediately thereafter and as part of the same overall transaction, Complete Solaria will merge with and into Second Merger Sub, with Second Merger Sub surviving as a wholly owned subsidiary of the Company, and (iii) immediately after the consummation of the Second Merger and as part of the same overall transaction, Solaria will merge with and into a newly formed Delaware limited liability company and wholly-owned subsidiary of the Company (“Third Merger Sub”), with Third Merger Sub surviving as a wholly-owned subsidiary of the Company (the “Additional Merger,” and together with the First Merger and the Second Merger, the “Mergers”); • at the Closing, all outstanding shares of capital stock of Complete Solaria (subject to certain restrictions) and all options and warrants to acquire shares of capital stock of Complete Solaria will convert into the right to receive shares of common stock, par value $0.0001 per share, of the Company (“Freedom Common Stock”) or comparable equity awards that are settled or are exercisable for shares of Freedom Common Stock; and • at the Closing, the Company will be renamed “Complete Solaria, Inc.” On October 2, 2022 and October 3, 2022, respectively, a special committee (the “Freedom Special Committee”) of the Board of Directors of the Company (the “Freedom Board”) and the Freedom Board have (i) approved the Business Combination Agreement and the Business Combination and (ii) resolved to recommend that the shareholders of the Company approve the Business Combination Agreement and the Business Combination. First Amendment to the Business Combination Agreement On December 26, 2022, the Company, Complete Solaria, First Merger Sub and Second Merger Sub entered into a letter agreement (the “First Amendment”) amending the Business Combination Agreement, dated as of October 3, 2022, by and among the Company, Complete Solaria, First Merger Sub and Second Merger Sub. The Amendment deletes the following provisions in the Business Combination Agreement: • The condition to the obligation of Complete Solaria to consummate the Business Combination that there be, as of the closing of the Business Combination (the “Closing”), at least $100,000,000 in Available Acquiror Cash (as such term is defined in the Business Combination Agreement); • The obligation of each of the Company and Complete Solaria to use reasonable best efforts to cause the Available Acquiror Cash to equal or exceed $100,000,000 as of immediately prior to the Closing; • The right of Complete Solaria to terminate the Business Combination Agreement if: • Complete Solaria has not consummated the issuances of convertible note investments in Complete Solaria for an aggregate purchase price of at least $10,000,000 on or before January 16, 2023; or • at a meeting of shareholders of the Company to extend the deadline by which the Company is required to consummate the Business Combination under its organizational documents, a number of shareholders of the Company elect to redeem their ordinary shares such that the amount remaining in the Company’s trust account after processing such redemptions, when taken together with the amounts included in prongs (ii), (iii), (iv) and (v) of the definition of Available Acquiror Cash (as described above) is less than $100 million; • The obligation of the Company and Complete Solaria to make termination payments in certain circumstances. Second Amendment to the Business Combination Agreement On January 17, 2023, the Company, Complete Solaria, First Merger Sub and Second Merger Sub entered into that certain Second Amendment to Business Combination Agreement (the “Second Amendment”) amending the Business Combination Agreement, dated as of October 3, 2022, by and among the Company, Complete Solaria, First Merger Sub and Second Merger Sub, as amended by the First Amendment. The Second Amendment provides that, if the Company and Complete Solaria determine in good faith by January 1, 2023 that it is probable that the Business Combination will be consummated after March 1, 2023, the Company will be required to prepare (with the reasonable cooperation of Complete Solaria) and file with the SEC a proxy statement pursuant to which it will seek the approval of its shareholders for proposals to amend the Company’s organizational documents to extend the time period for the Company to consummate its initial business combination for (x) up to an additional six (6) months, from March 2, 2023 to September 2, 2023 (the original Business Combination Agreement provided for an extension from March 1, 2023 to September 2, 2023) or (y) such other period of time as the Company and Complete Solaria may mutually agree (the original Business Combination Agreement contemplated no such prong (y)). In addition, the Second Amendment amends the Business Combination Agreement by changing the latest permitted Agreement End Date (as defined in the Business Combination Agreement) from September 1, 2023 to September 2, 2023.

Shareholders' Deficit

Shareholders' Deficit	12 Months Ended
	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Shareholders' Deficit	Note 8 — Shareholders’ Deficit Preference shares Class A Ordinary shares Class B Ordinary shares On December 31, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share. On February 25, 2021, the Company effected a share dividend whereby the Company issued 1,437,500 Class B ordinary shares, resulting in an aggregate of 8,625,000 Class B ordinary shares outstanding. All share and per-share Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law; provided that only holders of Class B ordinary shares will have the right to appoint and remove directors in any general meeting held prior to or in connection with the completion of an initial Business Combination. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders. The Class B ordinary shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination on a one-for-one sub-divisions, one-for-one

Warrants

Warrants	12 Months Ended
	Dec. 31, 2022
Warrants [Abstract]
Warrants	Note 9 — Warrants The Public Warrants will become exercisable at $11.50 per share on the later of one year from the closing of the IPO and 30 days after the completion of the initial Business Combination; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its commercially reasonable efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering each such warrant for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent. The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Company’s Sponsors or their affiliates, without taking into account any Founder Shares held by the Company’s initial shareholders or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively. Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants (except with respect to the Private Placement Warrants): • in whole and not in part; • at a price of $ 0.01 • upon not less than 30 “ 30 • if, and only if, the last reported sale price of the Class A ordinary shares for any 20 30 18.00 sub-divisions, Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00 Once the warrants become exercisable, the Company may redeem the outstanding warrants: • in whole and not in part; • at $ 0.10 30 • if, and only if, the Reference Value equals or exceeds $ 10.00 sub-divisions, • if the Reference Value is less than $ 18.00 sub-divisions,

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 10 — Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Description Investments held in trust account- U.S. Treasury Securities 349,927,313 349,927,313 — — Total Investments held in Trust Account $ 349,927,313 $ 349,927,313 $ — $ — Warrant liabilities — Public warrants $ 1,725,000 $ 1,725,000 $ — Warrant liabilities — Private warrants 1,253,333 — — 1,253,333 Convertible Note — April 1, 2022 338,200 — — 338,200 Convertible Note — June 6, 2022 338,200 — — 338,200 Convertible Note — December 14, 2022 152,200 — — 152,200 Total Warrant liabilities $ 3,806,933 $ 1,725,000 $ 2,081,933 For the year ended December 31, 2022, as a result of the recent decline in trading volume within the period, the public warrants were transferred to and are currently classified as Level 2 securities. December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2021 (Level 1) (Level 2) (Level 3) Description Investments held in trust account- U.S. Money Market Fund $ 484 $ 484 $ — $ — Investments held in trust account- U.S. Treasury Securities 345,105,197 345,105,197 — — Total Investments held in Trust Account $ 345,105,681 $ 345,105,681 $ — $ — Warrant liabilities — Public warrants $ 4,916,250 $ 4,916,250 $ — $ — Warrant liabilities — Private warrants 3,572,000 — — 3,572,000 Total Warrant liabilities $ 8,488,250 $ 4,916,250 $ — $ 3,572,000 The Company utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants as of December 31, 2022 and 2021, is classified as Level 1 due to the use of an observable market quote in an active market. The Company utilizes a binomial lattice simulation model to value the private placement warrants and the convertible promissory notes at each reporting period, with changes in fair value recognized in the consolidated statements of operations. The estimated fair value of the warrant liability is determined using Level 3 inputs. Inherent in a binomial options pricing model are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical volatility that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The aforementioned warrant liabilities are not subject to qualified hedge accounting. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. The value of the securities transferred from a Level 2 measurement to a Level 1 measurement during the year ended December 31, 2022 was $348,810,523. There was a transfer of $1,725,000 from Level 1 to Level 2 in the fair value hierarchy for Public Warrants during the year ended December 31, 2022. The following table provides quantitative information regarding Level 3 fair value measurements: At December 31, At December 31, 2022 2021 Share price $ 10.10 $ 9.68 Strike price $ 11.50 $ 11.50 Term (in years) 0.38 0.50 Volatility de minimis 10.50 % Risk-free rate 3.98 % 1.30 % Dividend yield 0.00 % 0.00 % The following table presents the changes in the fair value of warrant liabilities: Public Private Placement Warrant Liabilities Fair value as of January 1, 2022 $ 4,916,250 $ 3,572,000 $ 8,488,250 Change in valuation inputs or other assumptions (3,191,250 ) (2,318,667 ) (5,509,917 ) Fair value as of December 31, 2022 $ 1,725,000 $ 1,253,333 $ 2,978,333 Public Private Placement Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 2, 2021 10,350,000 7,520,000 17,870,000 Change in valuation inputs or other assumptions (5,433,750 ) (3,948,000 ) (9,381,750 ) Fair value as of December 31, 2021 $ 4,916,250 $ 3,572,000 $ 8,488,250 The Company recognized gains in connection with changes in the fair value of warrant liabilities of $5,509,917 within change in fair value of warrant liabilities in the consolidated statement of operations for the year ended December 31, 2022. The Company recognized gains in connection with changes in the fair value of warrant liabilities of $9,381,750 within change in fair value of warrant liabilities in the consolidated statement of operations for the year ended December 31, 2021. The following table presents a summary of the changes in the fair value of Level 3 warrant liabilities: Private Public Total Warrant Liabilities Fair value as of January 1, 2022 $ 3,572,000 $ — $ 3,572,000 Change in fair value (2,318,667 ) — (2,318,667 ) Fair value as of December 31, 2022 $ 1,253,333 $ — $ 1,253,333 Private Placement Public Total Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 2, 2021 7,520,000 10,350,000 17,870,000 Transfer to Level 1 — (10,350,000 ) (10,350,000 ) Change in fair value (3,948,000 ) — (3,948,000 ) Fair value as of December 31, 2021 $ 3,572,000 $ — $ 3,572,000

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. Second Amendment to the Business Combination Agreement On January 17, 2023, the Company, Complete Solaria, First Merger Sub and Second Merger Sub entered into the Second Amendment amending the Business Combination Agreement, dated as of October 3, 2022, by and among the Company, Complete Solaria, First Merger Sub and Second Merger Sub, as amended by the First Amendment. The Second Amendment provides that, if the Company and Complete Solaria determine in good faith by January 1, 2023 that it is probable that the Business Combination will be consummated after March 1, 2023, the Company will be required to prepare (with the reasonable cooperation of Complete Solaria) and file with the SEC a proxy statement pursuant to which it will seek the approval of its shareholders for proposals to amend the Company’s organizational documents to extend the time period for the Company to consummate its initial business combination for (x) up to an additional six (6) months, from March 2, 2023 to September 2, 2023 (the original Business Combination Agreement provided for an extension from March 1, 2023 to September 2, 2023) or (y) such other period of time as the Company and Complete Solaria may mutually agree (the original Business Combination Agreement contemplated no such prong (y)). In addition, the Second Amendment amends the Business Combination Agreement by changing the latest permitted Agreement End Date (as defined in the Business Combination Agreement) from September 1, 2023 to September 2, 2023. Amendment to Amended and Restated Memorandum and Articles of Association On February 28, 2023, Freedom held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at which holders of 35,373,848 ordinary shares, comprised of 26,773,848 Class A ordinary shares and 8,600,000 Class B ordinary shares, were present in person or by proxy, representing approximately 82.02% of the voting power of the 43,125,000 issued and outstanding ordinary shares of Freedom entitled to vote at the Extraordinary General Meeting at the close of business on January 23, 2023, which was the record date (the “Extraordinary Meeting Record Date”) for the Extraordinary General Meeting (such shares, the “Outstanding Shares”). The Outstanding Shares on the Extraordinary Meeting Record Date were comprised of At the Extraordinary General Meeting, the shareholders approved, by special resolution, the proposal (the “Extension Amendment Proposal”) to amend the amended and restated memorandum and articles of association to extend the date by which Freedom must (i) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which Freedom refers to as its initial business combination, (ii) cease its operations except for the purpose of winding up if it fails to complete such initial business combination, and (iii) redeem all of the Class A ordinary shares, included as part of the units sold in the initial public offering, for an additional three months, from March 2, 2023 to June 2, 2023, and thereafter to up to three (3) times by an additional one month each time (or up to September 2, 2023) (the “Extension Amendment,” and such period, as may be extended, the “Combination Period”). The voting results for such proposal were as follows: For Against Abstain 35,047,305 326,543 0 In connection with the Extension Amendment, public shareholders elected to redeem an aggregate of 23,256,504 Class A ordinary shares at a redemption price of $10.21 per share, representing approximately 67.41% of the issued and outstanding Class A ordinary shares, for an aggregate redemption amount of approximately $237,372,952. Following such redemptions, approximately $114,759,374 remained in the trust account and 11,243,496 Class A ordinary shares remain outstanding. At the Extraordinary General Meeting, the public shareholders also approved the proposal to amend the Investment Management Trust Agreement, dated as of February 25, 2021 (the “Trust Agreement”), by and between Freedom and Continental Stock Transfer & Trust Company, as trustee (“Continental”), to reflect the Extension Amendment. The amendment to the Trust Agreement provides that Continental shall commence liquidation of the trust account only and promptly (x) after its receipt of the applicable instruction letter delivered by Freedom in connection with either the consummation of an initial business combination or Freedom’s inability to effect an initial business combination within the time frame specified in Freedom’s amended and restated memorandum and articles of association or (y) upon the date that is the later of the end of the Combination Period and such later date as may be approved by Freedom’s shareholders in accordance with the amended and restated memorandum and articles of association, if the aforementioned termination letter has not been received by Continental prior to such date. The voting results for such proposal were as follows: For Against Abstain 35,047,305 326,543 0 Promissory Note On February 28, 2023, the Company issued an unsecured promissory note in the amount of up to $2,100,000 to the Sponsor. The proceeds of such promissory note, $1,600,000 of which was drawn down immediately, $400,000 of which may be drawn down, with the mutual consent of the Company and the Sponsor, if the Company wishes to extend the date by which it will consummate a business combination beyond June 2, 2023, and $100,000 of which may be drawn down on an as-needed

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the
Principles of Consolidation	Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.
Emerging Growth Company	Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
Use of Estimates	Use of Estimates The preparation of the consolidated f al statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Estimates made in preparing these consolidated financial statements include, among other things, the fair value measurement of the Private Warrant liabilities.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2022 and 2021.
Investments Held in Trust Account	Investments Held in Trust Account At December 31, 2022, the assets held in the Trust Account were held in a money market fund with a maturity date of 180 days or less. At December 31, 2021, the assets held in the Trust Account were held in cash and U.S. Treasury securities. The Company classifies its United States Treasury securities as held-to-maturity in Securities.” Held-to-maturity securities maturity. Held-to-maturity treasury As of December 31, 2022, investment in the Company’s Trust Account consisted of $349,927,313 in a money market fund with a maturity of 180 days or less. Following the maturity of the U.S. Treasury Securities on December 1, 2022, the Company immediately reinvested the entirety of the Trust Account into a money market fund. The money market fund is disclosed at fair value on the consolidated balance sheet. As of December 31, 2021, investment in the Company’s Trust Account consisted of $484 in cash and $345,105,197 in U.S. Treasury Securities. All of the U.S. Treasury Securities (the “T-bills”) T-bills. Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2022 Cash $ — $ — $ — $ — Money Market Funds 349,927,313 — — 349,927,313 $ 349,927,313 $ — $ — $ 349,927,313 Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 Cash $ 484 $ — $ — $ 484 U.S. Treasury Securities 345,105,197 — (6,065 ) 345,099,132 $ 345,105,681 $ — $ (6,065 ) $ 345,099,616 A decline in the market value of held-to-maturity temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security
Convertible Promissory Notes—Related Party	Convertible Promissory Notes — Related Party The Company accounts for its convertible promissory notes under ASC 815, “Derivatives and Hedging” (“ASC 815”). Under ASC 815-15-25, non-cash non-cash
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2022 and 2021, the Company has not experienced losses on this account.
Ordinary Shares Subject to Possible Redemption	Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ deficit. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of December 31, 2022 and 2021, 34,500,000 Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s consolidated balance sheets, respectively.
Net Income Per Ordinary Share	Net Income Per Ordinary Share The Company has two classes of shares, which are referred to as Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. The 14,891,667 potential ordinary shares for outstanding warrants to purchase the Company’s shares were excluded from diluted earnings per share for the years ended December 31, 2022 and 2021 because the warrants are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the periods presented. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per share for each class of ordinary share: For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 4,785,872 $ 1,196,468 $ 3,967,193 $ 1,161,457 Denominator: Weighted average shares outstanding 34,500,000 8,625,000 28,828,767 8,440,068 Basic and diluted net income per share $ 0.14 $ 0.14 $ 0.14 $ 0.14
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 non-operating paid-in
Fair Value of Financial Instruments	Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheets.
Derivative Warrant Liabilities	Derivative Warrant Liabilities The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued share purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. re-assessed The Company accounts for its 14,891,667 ordinary shares warrants issued in connection with its Initial Public Offering (8,625,000) and Private Placement (6,266,667) as derivative warrant liabilities in accordance with ASC 815-40. re-measurement an
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with federal income tax regulations, income taxes are not levied on the Company, but rather on the individual owners. United States (“U.S.”) taxation would occur on the individual owners if certain tax elections are made by U.S. owners and the Company were treated as a passive foreign investment company. The Company believes that it was a passive foreign investment company for the 2021 and 2022 taxable years. Additionally, U.S. taxation could occur to the Company itself if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged in a U.S. trade or business at this time.
Recent Accounting Standards	Recent Accounting Standards In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, 470-20) 815-40) 2020-06”)” 2020-06 2020-06 if-converted 2020-06 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Revision of Previously-Issued_2

Revision of Previously-Issued Financial Statements (Tables)	12 Months Ended
	Dec. 31, 2022
Condensed Financial Information Disclosure [Abstract]
Schedule of restatement of financial statements	The impact of the revision on the Company’s financial statements is reflected in the following tables: As Previously Reported Adjustment As Revised Balance Sheet as of June 30, 2022 (unaudited) Total Liabilities $ 19,737,596 $ (205,869 ) $ 19,531,727 Total Shareholders’ Equity (Deficit) $ (18,781,440 ) $ 205,869 $ (18,575,571 ) Balance Sheet as of September 30, 2022 (unaudited) Total Liabilities $ 17,298,967 $ (205,869 ) $ 17,093,098 Total Shareholders’ Equity (Deficit) $ (16,803,964 ) $ 205,869 $ (16,598,095 )
Schedule of condensed statement of operations	As Previously Reported Adjusted As Revised Condensed Statement of Operations for the Three Months Ended June 30, 2022 (unaudited) Operational Costs $ 824,081 $ (205,869 ) $ 618,212 Net Income (Loss) $ 2,025,986 $ 205,869 $ 2,231,855 Basic and Diluted Net Income (Loss) per shares, Class A Ordinary Shares $ 0.05 $ — $ 0.05 Basic and Diluted Net Income (Loss) per shares, Class B Ordinary Shares $ 0.05 $ — $ 0.05 Condensed Statement of Operations for the Six Months Ended June 30, 2022 (unaudited) Operational Costs $ 2,022,164 $ (205,869 ) $ 1,816,295 Net Income (Loss) $ 3,321,266 $ 205,869 $ 3,527,135 Basic and Diluted Net Income (Loss) per shares, Class A Ordinary Shares $ 0.08 $ — $ 0.08 Basic and Diluted Net Income (Loss) per shares, Class B Ordinary Shares $ 0.08 $ — $ 0.08 Condensed Statement of Operations for the Nine Months Ended September 30, 2022 (unaudited) Operational Costs $ 2,508,476 $ (205,869 ) $ 2,302,607 Net Income (Loss) $ 6,726,111 $ 205,869 $ 6,931,980 Basic and Diluted Net Income (Loss) per shares, Class A Ordinary Shares $ 0.16 $ — $ 0.16 Basic and Diluted Net Income (Loss) per shares, Class B Ordinary Shares $ 0.16 $ — $ 0.16
Schedule of condensed statement of cash flows	As Previously Reported Adjusted As Revised Condensed Statement of Cash Flows for the Six Months Ended June 30, 2022 (unaudited) Net Income (Loss) $ 3,321,266 $ 205,869 $ 3,527,135 Accounts payable and accrued expenses $ 884,539 $ (205,869 ) $ 678,670 Condensed Statement of Cash Flows for the Nine Months Ended September 30, 2022 (unaudited) Net Income (Loss) $ 6,726,111 $ 205,869 $ 6,931,980 Accounts payable and accrued expenses $ 226,411 $ (205,869 ) $ 20,542

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Schedule of unrealized holding losses and fair value of held to maturity securities	Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2022 Cash $ — $ — $ — $ — Money Market Funds 349,927,313 — — 349,927,313 $ 349,927,313 $ — $ — $ 349,927,313 Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021 Cash $ 484 $ — $ — $ 484 U.S. Treasury Securities 345,105,197 — (6,065 ) 345,099,132 $ 345,105,681 $ — $ (6,065 ) $ 345,099,616
Schedule of Basic and Diluted Net (Loss) Income Per Share for Each Class of Ordinary Share	For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic and diluted net income per share: Numerator: Allocation of net income $ 4,785,872 $ 1,196,468 $ 3,967,193 $ 1,161,457 Denominator: Weighted average shares outstanding 34,500,000 8,625,000 28,828,767 8,440,068 Basic and diluted net income per share $ 0.14 $ 0.14 $ 0.14 $ 0.14

Initial Public Offering (Tables

Initial Public Offering (Tables)	12 Months Ended
	Dec. 31, 2022
Initial Public Offering [Abstract]
Schedule of Ordinary Share Reflected on the Condensed Consolidated Balance Sheets	As of December 31, 2022 and 2021, the ordinary share reflected on the consolidated balance sheets are reconciled in the following table: Gross proceeds from IPO $ 345,000,000 Less: Proceeds allocated to Public Warrants (10,350,000 ) Ordinary share issuance costs (18,600,644 ) Plus: Accretion of carrying value to redemption value 28,950,644 Contingently redeemable ordinary share as of December 31, 2021 345,000,000 Plus: Accretion of carrying value to redemption value 4,927,313 Contingently redeemable ordinary share as of December 31, 2022 $ 349,927,313

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of Assets and Liabilities that are Measured at Fair Value on Recurring Basis	The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2022 (Level 1) (Level 2) (Level 3) Description Investments held in trust account- U.S. Treasury Securities 349,927,313 349,927,313 — — Total Investments held in Trust Account $ 349,927,313 $ 349,927,313 $ — $ — Warrant liabilities — Public warrants $ 1,725,000 $ 1,725,000 $ — Warrant liabilities — Private warrants 1,253,333 — — 1,253,333 Convertible Note — April 1, 2022 338,200 — — 338,200 Convertible Note — June 6, 2022 338,200 — — 338,200 Convertible Note — December 14, 2022 152,200 — — 152,200 Total Warrant liabilities $ 3,806,933 $ 1,725,000 $ 2,081,933 December 31, Quoted Prices In Active Markets Significant Other Observable Inputs Significant Other Unobservable Inputs 2021 (Level 1) (Level 2) (Level 3) Description Investments held in trust account- U.S. Money Market Fund $ 484 $ 484 $ — $ — Investments held in trust account- U.S. Treasury Securities 345,105,197 345,105,197 — — Total Investments held in Trust Account $ 345,105,681 $ 345,105,681 $ — $ — Warrant liabilities — Public warrants $ 4,916,250 $ 4,916,250 $ — $ — Warrant liabilities — Private warrants 3,572,000 — — 3,572,000 Total Warrant liabilities $ 8,488,250 $ 4,916,250 $ — $ 3,572,000
Schedule of quantitative information regarding Level 3 fair value measurements	The following table provides quantitative information regarding Level 3 fair value measurements: At December 31, At December 31, 2022 2021 Share price $ 10.10 $ 9.68 Strike price $ 11.50 $ 11.50 Term (in years) 0.38 0.50 Volatility de minimis 10.50 % Risk-free rate 3.98 % 1.30 % Dividend yield 0.00 % 0.00 %
Schedule of changes in the fair value of warrant liabilities	The following table presents the changes in the fair value of warrant liabilities: Public Private Placement Warrant Liabilities Fair value as of January 1, 2022 $ 4,916,250 $ 3,572,000 $ 8,488,250 Change in valuation inputs or other assumptions (3,191,250 ) (2,318,667 ) (5,509,917 ) Fair value as of December 31, 2022 $ 1,725,000 $ 1,253,333 $ 2,978,333 Public Private Placement Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 2, 2021 10,350,000 7,520,000 17,870,000 Change in valuation inputs or other assumptions (5,433,750 ) (3,948,000 ) (9,381,750 ) Fair value as of December 31, 2021 $ 4,916,250 $ 3,572,000 $ 8,488,250
Schedule of changes in the fair value of level 3 warrant liabilities	The following table presents a summary of the changes in the fair value of Level 3 warrant liabilities: Private Public Total Warrant Liabilities Fair value as of January 1, 2022 $ 3,572,000 $ — $ 3,572,000 Change in fair value (2,318,667 ) — (2,318,667 ) Fair value as of December 31, 2022 $ 1,253,333 $ — $ 1,253,333 Private Placement Public Total Warrant Liabilities Fair value as of January 1, 2021 $ — $ — $ — Initial measurement on March 2, 2021 7,520,000 10,350,000 17,870,000 Transfer to Level 1 — (10,350,000 ) (10,350,000 ) Change in fair value (3,948,000 ) — (3,948,000 ) Fair value as of December 31, 2021 $ 3,572,000 $ — $ 3,572,000

Organization and Business Ope_2

Organization and Business Operations (Details) - USD ($)		1 Months Ended	12 Months Ended
	Mar. 02, 2021	Aug. 16, 2022	Dec. 31, 2022	Dec. 31, 2021
Organization and Business Operations (Details) [Line Items]
Consummated share units (in Shares)	34,500,000
Generating gross proceeds	$ 345,000,000
Underwriting fee	6,405,000		$ 6,405,000
Deferred underwriting fee			12,075,000
Other offering costs			695,922
Total transaction cost			575,278
Net proceeds of the sale of the units	$ 345,000,000
Net tangible assets			$ 5,000,001
Redeem public shares, percentage			100%
Public per share (in Dollars per share)			$ 10
Trust account per share (in Dollars per share)			$ 10
Cash outside the trust account			$ 72,923
Interest income earned			$ 4,821,632	$ 105,681
Federal excise tax		1%
Excise tax percentage			1%
Trust Account Maturity Term	185 days
IPO [Member]
Organization and Business Operations (Details) [Line Items]
Price per unit (in Dollars per share)	$ 10
Private Placement Warrants [Member]
Organization and Business Operations (Details) [Line Items]
Consummated share units (in Shares)			6,266,667
Price per unit (in Dollars per share)			$ 1.5
Business Combination [Member]
Organization and Business Operations (Details) [Line Items]
Transaction costs			$ 19,175,922
Business combination fair market value equal percentage			80%
Percentage of outstanding voting securities			50%
Trust account price per share (in Dollars per share)			$ 10

Revision of Previously-Issued_3

Revision of Previously-Issued Financial Statements (Details) - USD ($)	Sep. 30, 2022	Jun. 30, 2022
Condensed Financial Information Disclosure [Abstract]
Accounts payable		$ 205,869
Operational costs	$ 205,869

Revision of Previously-Issued_4

Revision of Previously-Issued Financial Statements (Details) - Schedule of restatement of financial statements - USD ($)	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Condensed Financial Statements, Captions [Line Items]
Total Liabilities	$ 11,683,898			$ 23,142,891
Total Shareholders' Equity (Deficit)	$ (11,490,298)			$ (21,922,488)	$ 19,506
As Previously Reported [Member]
Condensed Financial Statements, Captions [Line Items]
Total Liabilities		$ 17,298,967	$ 19,737,596
Total Shareholders' Equity (Deficit)		(16,803,964)	(18,781,440)
Adjustment [Member]
Condensed Financial Statements, Captions [Line Items]
Total Liabilities		(205,869)	(205,869)
Total Shareholders' Equity (Deficit)		205,869	205,869
As Restated [Member]
Condensed Financial Statements, Captions [Line Items]
Total Liabilities		17,093,098	19,531,727
Total Shareholders' Equity (Deficit)		$ (16,598,095)	$ (18,575,571)

Revision of Previously-Issued_5

Revision of Previously-Issued Financial Statements (Details) - Schedule of condensed statement of operations - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Condensed Income Statements, Captions [Line Items]
Net Income (Loss)				$ 5,982,340	$ 5,128,650
As Previously Reported [Member]
Condensed Income Statements, Captions [Line Items]
Operational Costs	$ 824,081	$ 2,022,164	$ 2,508,476
Net Income (Loss)	2,025,986	3,321,266	6,726,111
Adjusted [Member]
Condensed Income Statements, Captions [Line Items]
Operational Costs	(205,869)	(205,869)	(205,869)
Net Income (Loss)	205,869	205,869	205,869
As Restated [Member]
Condensed Income Statements, Captions [Line Items]
Operational Costs	618,212	1,816,295	2,302,607
Net Income (Loss)	$ 2,231,855	$ 3,527,135	$ 6,931,980
Class A Ordinary Shares
Condensed Income Statements, Captions [Line Items]
Net Income (Loss) per shares, Basic				$ 0.14	$ 0.14
Net Income (Loss) per shares, Diluted				0.14	0.14
Class A Ordinary Shares | As Previously Reported [Member]
Condensed Income Statements, Captions [Line Items]
Net Income (Loss) per shares, Basic	$ 0.05	$ 0.08	$ 0.16
Net Income (Loss) per shares, Diluted	0.05	0.08	0.16
Class A Ordinary Shares | As Restated [Member]
Condensed Income Statements, Captions [Line Items]
Net Income (Loss) per shares, Basic	0.05	0.08	0.16
Net Income (Loss) per shares, Diluted	0.05	0.08	0.16
Class B Ordinary Shares
Condensed Income Statements, Captions [Line Items]
Net Income (Loss) per shares, Basic				0.14	0.14
Net Income (Loss) per shares, Diluted				$ 0.14	$ 0.14
Class B Ordinary Shares | As Previously Reported [Member]
Condensed Income Statements, Captions [Line Items]
Net Income (Loss) per shares, Basic	0.05	0.08	0.16
Net Income (Loss) per shares, Diluted	0.05	0.08	0.16
Class B Ordinary Shares | As Restated [Member]
Condensed Income Statements, Captions [Line Items]
Net Income (Loss) per shares, Basic	0.05	0.08	0.16
Net Income (Loss) per shares, Diluted	$ 0.05	$ 0.08	$ 0.16

Revision of Previously-Issued_6

Revision of Previously-Issued Financial Statements (Details) - Schedule of condensed statement of cash flows - USD ($)	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Condensed Cash Flow Statements, Captions [Line Items]
Net Income (Loss)				$ 5,982,340	$ 5,128,650
Accounts payable and accrued expenses				$ 2,278,574	$ 2,579,641
Previously Reported [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net Income (Loss)	$ 2,025,986	$ 3,321,266	$ 6,726,111
Accounts payable and accrued expenses		884,539	226,411
Adjusted [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net Income (Loss)	205,869	205,869	205,869
Accounts payable and accrued expenses		(205,869)	(205,869)
As Restated [Member]
Condensed Cash Flow Statements, Captions [Line Items]
Net Income (Loss)	$ 2,231,855	3,527,135	6,931,980
Accounts payable and accrued expenses		$ 678,670	$ 20,542

Significant Accounting Polici_4

Significant Accounting Policies (Details) - USD ($)		12 Months Ended
	Mar. 02, 2021	Dec. 31, 2022	Dec. 31, 2021
Significant Accounting Policies (Details) [Line Items]
Cash in trust account		$ 349,927,313	$ 484
Federal depository insurance coverage		$ 250,000	$ 250,000
Warrants purchase (in Shares)		14,891,667	14,891,667
Offering costs		$ 19,175,922
Underwriting fee	$ 6,405,000	6,405,000
Deferred underwriting fee		12,075,000
Other offering costs		695,922
Total transaction cost		575,278
Underwriting fee		9,056,250
Partial reversal of transaction costs		271,687
Additional paid-in capital		8,784,563
Underwriting fee payable		$ 3,018,750	$ 12,075,000
U.S. Treasury Securities [Member]
Significant Accounting Policies (Details) [Line Items]
Cash in trust account			$ 345,105,197
Initial Public Offering [Member]
Significant Accounting Policies (Details) [Line Items]
Derivative warrant liabilities (in Shares)		8,625,000
Private Placement [Member]
Significant Accounting Policies (Details) [Line Items]
Derivative warrant liabilities (in Shares)		6,266,667
Warrant [Member]
Significant Accounting Policies (Details) [Line Items]
Ordinary shares warrants issued (in Shares)		14,891,667
Class A Ordinary Shares
Significant Accounting Policies (Details) [Line Items]
Ordinary shares subject to possible redemption (in Shares)		34,500,000	34,500,000

Significant Accounting Polici_5

Significant Accounting Policies (Details) - Schedule of Unrealized Holding Losses and Fair Value of Held to Maturity Securities - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Marketable Securities [Line Items]
Fair Value	$ 349,927,313	$ 345,099,616
Amortized Cost and Carrying Value	349,927,313	345,105,681
Gross Unrealized Gains
Gross Unrealized Gains (Losses)		(6,065)
Cash [Member]
Marketable Securities [Line Items]
Fair Value		484
Amortized Cost and Carrying Value		484
Gross Unrealized Gains
Gross Unrealized Gains (Losses)
U.S. Treasury Securities [Member]
Marketable Securities [Line Items]
Fair Value		345,099,132
Amortized Cost and Carrying Value		345,105,197
Gross Unrealized Gains
Gross Unrealized Gains (Losses)		$ (6,065)
Money Market Funds [Member]
Marketable Securities [Line Items]
Fair Value	349,927,313
Amortized Cost and Carrying Value	349,927,313
Gross Unrealized Gains
Gross Unrealized Gains (Losses)

Significant Accounting Polici_6

Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net (Loss) Income Per Share for Each Class of Ordinary Share - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Class A Ordinary Shares
Numerator:
Allocation of net income	$ 4,785,872	$ 3,967,193
Denominator:
Weighted average shares outstanding	34,500,000	28,828,767
Basic and diluted net income per share	$ 0.14	$ 0.14
Class B Ordinary Shares
Numerator:
Allocation of net income	$ 1,196,468	$ 1,161,457
Denominator:
Weighted average shares outstanding	8,625,000	8,440,068
Basic and diluted net income per share	$ 0.14	$ 0.14

Initial Public Offering (Detail

Initial Public Offering (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares shares
Initial Public Offering [Member]
Initial Public Offering (Details) [Line Items]
Sale of unit (in Shares) | shares	34,500,000
Price per share	$ 10
Class A Ordinary Shares
Initial Public Offering (Details) [Line Items]
Ordinary share, par value	0.0001
Warrant price, per share	$ 11.5
Sale of ordinary shares (in Shares) | shares	34,500,000

Initial Public Offering (Deta_2

Initial Public Offering (Details) - Schedule of Ordinary Share Reflected on the Condensed Consolidated Balance Sheets - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Schedule Of Ordinary Share Reflected On The Condensed Consolidated Balance Sheets [Abstract]
Gross proceeds from IPO		$ 345,000,000
Less:
Proceeds allocated to Public Warrants		(10,350,000)
Ordinary share issuance costs		(18,600,644)
Plus:
Accretion of carrying value to redemption value		28,950,644
Contingently redeemable ordinary share	$ 349,927,313	$ 345,000,000
Plus:
Accretion of carrying value to redemption value	$ 4,927,313

Private Placement Warrants (Det

Private Placement Warrants (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Private Placement Warrants [Member]
Private Placement Warrants (Details) [Line Items]
Purchase of warrants (in Shares) | shares	6,266,667
Warrant price per share	$ 1.5
Aggregate purchase price (in Dollars) | $	$ 9,400,000
Class A Ordinary Shares
Private Placement Warrants (Details) [Line Items]
Warrant price per share	$ 11.5

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)					1 Months Ended		12 Months Ended
	Dec. 14, 2022	Jun. 06, 2022	May 16, 2022	Dec. 31, 2020	Feb. 28, 2023	Apr. 02, 2022	Dec. 31, 2022	Dec. 31, 2021	Feb. 25, 2021
Related Party Transactions (Details) [Line Items]
Common stock, par value (in Dollars per share)				$ 0.0001			$ 10.1	$ 9.68
Sponsor share (in Shares)			25,000
Fair value of shares (in Shares)							25,000
Fair value per share (in Dollars per share)							$ 4.95
Borrowings					$ 2,100,000		$ 1,225,000	$ 0
Working capital loans							$ 675,000
Promissory note		$ 500,000				$ 500,000
Issued unsecured promissory note amount	$ 325,000
Exercise price (in Dollars per share)						$ 1.5
Agreed to loan				$ 300,000
Private Placement Warrants [Member]
Related Party Transactions (Details) [Line Items]
Price per warrant (in Dollars per share)							$ 1.5
IPO [Member]
Related Party Transactions (Details) [Line Items]
Price per share (in Dollars per share)							$ 10
Sponsor amount							$ 10,000
Class B Ordinary Shares
Related Party Transactions (Details) [Line Items]
Consideration shares (in Shares)				7,187,500
Shares issued (in Shares)									1,437,500
Ordinary shares outstanding (in Shares)									8,625,000
Director [Member]
Related Party Transactions (Details) [Line Items]
Fair value of shares (in Shares)							123,750
Business Combination [Member]
Related Party Transactions (Details) [Line Items]
Class A ordinary shares equals or exceeds (in Dollars per share)							$ 12
Founder Shares [Member]
Related Party Transactions (Details) [Line Items]
Sponsor amount				$ 25,000
Price per share (in Dollars per share)				$ 0.003

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)		12 Months Ended
	Mar. 02, 2021	Dec. 31, 2022	Dec. 31, 2021
Commitments and Contingencies (Details) [Line Items]
Underwriting discount amount	$ 6,405,000	$ 6,405,000
Deferred underwriting discount, per unit (in Dollars per share)	$ 0.35
Aggregate amount	$ 12,075,000
Underwriting fee		9,056,250
Partial reversal of transaction costs		271,687
Additional paid-in capital		8,784,563
Underwriting fee payable		3,018,750	$ 12,075,000
Acquiror Cash		100,000,000
Aggregate purchase price		$ 10,000,000
Class A Ordinary Shares
Commitments and Contingencies (Details) [Line Items]
Common stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001

Shareholders' Deficit (Details)

Shareholders' Deficit (Details) - $ / shares		12 Months Ended
	Dec. 31, 2020	Dec. 31, 2022	Dec. 31, 2021
Shareholders' Deficit (Details) [Line Items]
Preferred stock, shares authorized		1,000,000	1,000,000
Preferred stock, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Total number of ordinary shares outstanding percentage		20%
Preference shares, shares issued		0	0
Preference shares, shares outstanding		0	0
Ordinary shares, description	the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share. On February 25, 2021, the Company effected a share dividend whereby the Company issued 1,437,500 Class B ordinary shares, resulting in an aggregate of 8,625,000 Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share dividend.
Class A Ordinary Shares
Shareholders' Deficit (Details) [Line Items]
Common stock, shares authorized		200,000,000	200,000,000
Ordinary shares, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Ordinary shares, shares outstanding		34,500,000	34,500,000
Class B Ordinary Shares
Shareholders' Deficit (Details) [Line Items]
Common stock, shares authorized		20,000,000	20,000,000
Ordinary shares, par value (in Dollars per share)		$ 0.0001	$ 0.0001
Ordinary shares, shares issued		8,625,000	8,625,000
Ordinary shares, shares outstanding		8,625,000	8,625,000

Warrants (Details)

Warrants (Details)	12 Months Ended
	Dec. 31, 2022 $ / shares
Warrants (Details) [Line Items]
Warrant expiration term	5 years
Public Warrants [Member]
Warrants (Details) [Line Items]
Warrant exercise price	$ 11.5
IPO [Member]
Warrants (Details) [Line Items]
Warrant term	1 year
Business Acquisition [Member]
Warrants (Details) [Line Items]
Business combination, description	In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and in the case of any such issuance to the Company’s Sponsors or their affiliates, without taking into account any Founder Shares held by the Company’s initial shareholders or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the completion of the initial Business Combination (net of redemptions), and (z) the volume-weighted average trading price of the Company’s Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per Class A ordinary share equals or exceeds $10.00” and “Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurements (Details) [Line Items]
Fair value warrant liabilities	$ 5,509,917	$ 9,381,750
Fair Value, Inputs, Level 1 [Member]
Fair Value Measurements (Details) [Line Items]
Transferred amount	348,810,523
Fair Value, Inputs, Level 2 [Member]
Fair Value Measurements (Details) [Line Items]
Transferred amount	$ 1,725,000

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on Recurring Basis - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on Recurring Basis [Line Items]
Investments held in trust account- U.S. Treasury Securities	$ 349,927,313	$ 345,105,197
Total Investments held in Trust Account	349,927,313	345,105,681
Warrant liabilities – Public warrants	1,725,000	4,916,250
Warrant liabilities – Private warrants	1,253,333	3,572,000
Convertible Note – April 1, 2022	338,200
Convertible Note – June 6, 2022	338,200
Convertible Note – December 14, 2022	152,200
Total Warrant liabilities	3,806,933	8,488,250
Investments held in trust account- Money Market Funds		484
Quoted Prices In Active Markets (Level 1) [Member]
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on Recurring Basis [Line Items]
Investments held in trust account- U.S. Treasury Securities	349,927,313	345,105,197
Total Investments held in Trust Account	349,927,313	345,105,681
Warrant liabilities – Public warrants		4,916,250
Total Warrant liabilities		4,916,250
Investments held in trust account- Money Market Funds		484
Significant Other Observable Inputs (Level 2) [Member]
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on Recurring Basis [Line Items]
Warrant liabilities – Public warrants	1,725,000
Total Warrant liabilities	1,725,000
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on Recurring Basis [Line Items]
Warrant liabilities – Private warrants	1,253,333	3,572,000
Convertible Note – April 1, 2022	338,200
Convertible Note – June 6, 2022	338,200
Convertible Note – December 14, 2022	152,200
Total Warrant liabilities	$ 2,081,933	$ 3,572,000

Fair Value Measurements (Deta_3

Fair Value Measurements (Details) - Schedule of Quantitative Information Regarding Level 3 Fair Value Measurements - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Share price	$ 10.1	$ 9.68	$ 0.0001
Strike price	$ 11.5	$ 11.5
Term (in years)	4 months 17 days	6 months
Volatility	de minimis	10.50
Risk-free rate	3.98%	1.30%
Dividend yield	0%	0%

Fair Value Measurements (Deta_4

Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Warrant Liabilities - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Public Member
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value as of beginning	$ 4,916,250
Change in valuation inputs or other assumptions	(3,191,250)	$ (5,433,750)
Fair value as of ending	1,725,000	4,916,250
Initial measurement on March 2, 2021		10,350,000
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value as of beginning	3,572,000
Change in valuation inputs or other assumptions	(2,318,667)	(3,948,000)
Fair value as of ending	1,253,333	3,572,000
Initial measurement on March 2, 2021		7,520,000
Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities [Line Items]
Fair value as of beginning	8,488,250
Change in valuation inputs or other assumptions	(5,509,917)	(9,381,750)
Fair value as of ending	$ 2,978,333	8,488,250
Initial measurement on March 2, 2021		$ 17,870,000

Fair Value Measurements (Deta_5

Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 warrant liabilities [Line Items]
Fair value as of beginning	$ 3,572,000
Change in fair value	(2,318,667)	$ (3,948,000)
Fair value as of ending	1,253,333	3,572,000
Initial measurement on March 2, 2021		7,520,000
Public [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 warrant liabilities [Line Items]
Fair value as of beginning	4,916,250
Change in fair value	(3,191,250)	(5,433,750)
Fair value as of ending	1,725,000	4,916,250
Initial measurement on March 2, 2021		10,350,000
Total Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 warrant liabilities [Line Items]
Fair value as of beginning	8,488,250
Change in fair value	(5,509,917)	(9,381,750)
Fair value as of ending	2,978,333	8,488,250
Initial measurement on March 2, 2021		17,870,000
Fair Value, Inputs, Level 3 [Member] | Private Placement [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 warrant liabilities [Line Items]
Fair value as of beginning	3,572,000
Change in fair value	(2,318,667)	(3,948,000)
Fair value as of ending	1,253,333	3,572,000
Initial measurement on March 2, 2021		7,520,000
Fair Value, Inputs, Level 3 [Member] | Public [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 warrant liabilities [Line Items]
Initial measurement on March 2, 2021		10,350,000
Transfer to Level 1		(10,350,000)
Fair Value, Inputs, Level 3 [Member] | Total Warrant Liabilities [Member]
Fair Value Measurements (Details) - Schedule of changes in the fair value of level 3 warrant liabilities [Line Items]
Fair value as of beginning	3,572,000
Change in fair value	(2,318,667)	(3,948,000)
Fair value as of ending	$ 1,253,333	3,572,000
Initial measurement on March 2, 2021		17,870,000
Transfer to Level 1		$ (10,350,000)

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)		12 Months Ended
	Feb. 28, 2023	Dec. 31, 2022	Jun. 02, 2023	Feb. 25, 2023	Feb. 25, 2021
Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Voting power percentage	82.02%
Issued and outstanding ordinary shares	43,125,000
Investment management trust agreement for				35,047,305
Investment management trust agreement against				326,543
Investment management trust agreement abstain				0
Unsecured promissory note (in Dollars)	$ 2,100,000
Promissory note (in Dollars)	1,600,000
Drawn down amount (in Dollars)	$ 400,000
Subsequent Event [Member] | Ordinary Shares [Member]
Subsequent Events (Details) [Line Items]
Shares issued	35,373,848
Forecast [Member]
Subsequent Events (Details) [Line Items]
Extension amendment proposal for			35,047,305
Extension amendment proposal against			326,543
Extension amendment proposal abstain			0
Business Combination [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Drawn down amount (in Dollars)	$ 100,000
Class A Ordinary Shares [Member]
Subsequent Events (Details) [Line Items]
Aggregate ordinary shares		23,256,504
Remaining shares outstanding		11,243,496
Redemption price per share (in Dollars per share)		$ 10.21
Issued and outstanding interest percentage		67.41%
Redemption amount (in Dollars)		$ 237,372,952
Trust account (in Dollars)		$ 114,759,374
Class A Ordinary Shares [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Shares issued	26,773,848
Outstanding shares	34,500,000
Class B Ordinary Shares [Member]
Subsequent Events (Details) [Line Items]
Shares issued					1,437,500
Class B Ordinary Shares [Member] | Subsequent Event [Member]
Subsequent Events (Details) [Line Items]
Shares issued	8,600,000
Outstanding shares	8,625,000